Kent Bennett - Sep 24, 2021 Form 4 Insider Report for Toast, Inc. (TOST)

Role: Director
Signature: /s/ Kent Bennett
Stock symbol: TOST
Transactions as of: Sep 24, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/27/2021, 09:35 PM
Previous filing: Sep 21, 2021
Next filing: Feb 9, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TOST	Common Stock	Conversion of derivative security		0			0	Sep 24, 2021	See footnotes	F1, F2, F4
transaction	TOST	Common Stock	Other		0			0	Sep 24, 2021	See footnotes	F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TOST	Series B Preferred Stock	Conversion of derivative security	$0	0		$0.00^*	0	Sep 24, 2021	Common Stock	0		See footnotes	F1, F4, F7
transaction	TOST	Series C Preferred Stock	Conversion of derivative security	$0	0		$0.00^*	0	Sep 24, 2021	Common Stock	0		See footnotes	F1, F4, F8
transaction	TOST	Series D Preferred Stock	Conversion of derivative security	$0	0		$0.00^*	0	Sep 24, 2021	Common Stock	0		See footnotes	F1, F4, F9
transaction	TOST	Series E Preferred Stock	Conversion of derivative security	$0	0		$0.00^*	0	Sep 24, 2021	Common Stock	0		See footnotes	F1, F4, F10
transaction	TOST	Series F Preferred Stock	Conversion of derivative security	$0	0		$0.00^*	0	Sep 24, 2021	Common Stock	0		See footnotes	F1, F4, F11
transaction	TOST	Class B Common Stock	Other	$0	0		$0.00^*	0	Sep 24, 2021	Class A Common Stock	0		See footnotes	F4, F5, F6, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Immediately prior to the completion of the Issuer's initial public offering, each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (together, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock. The Preferred Stock had no expiration date.
F2	Represents shares of Preferred Stock converted to Common Stock as described in footnotes (7) through (11) below. After giving effect to the reported conversion, Bessemer Venture Partners IX, L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional, and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") own 30,649,360 shares of Common Stock, 24,554,820 shares of Common Stock, 3,798,490 shares of Common Stock and 601,985 shares of Common Stock, respectively. The Bessemer IX Funds and Bessemer Century Funds shall collectively be referred to herein as the Bessemer Funds.
F3	Represents 59,604,655 shares of Common Stock converted to Class B Common Stock, as described in footnote (12) below. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Common Stock.
F4	The Reporting Person is a partner at Bessemer Venture Partners and has an indirect, passive economic interest in the shares held by the Bessemer IX Funds and the Bessemer Century Funds by virtue of his interest in (1) Deer IX & Co. L.P., the general partner of the Bessemer IX Funds, and (2) Deer X & Co. L.P., the general partner of the Bessemer Century Funds and (3) certain other indirect limited partnership interests in certain of the Bessemer Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds and the Bessemer Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds and Bessemer Century Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
F5	Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F6	Each outstanding share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder or automatically upon the occurrence of other events set forth in the Issuer's certificate of incorporation.
F7	Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 22,920,735 shares of Series B Preferred Stock and 18,363,010 shares of Series B Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series B Preferred Stock.
F8	Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,612,415 shares of Series C Preferred Stock and 1,291,790 shares of Series C Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series C Preferred Stock.
F9	Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,416,375 shares of Series D Preferred Stock and 1,134,730 shares of Series D Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series D Preferred Stock.
F10	Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 162,695 shares of Series E Preferred Stock and 130,345 shares of Series E Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series E Preferred Stock.
F11	Prior to the conversion, Bessemer IX, Bessemer Insitutional, Bessemer Century and Bessemer Century Institutional owned 1,832,360 shares of Series F Preferred Stock, 1,468,000 shares of Series F Preferred Stock, 3,798,490 shares of Series F Preferred Stock and 601,985 shares of Series F Preferred Stock, respectively. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Series F Preferred Stock.
F12	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 30,649,360 shares of Class B Common Stock, 24,554,820 shares of Class B Common Stock, 3,798,490 shares of Class B Common Stock, and 601,985 shares of Class B Common Stock, respectively.